exv10w1






EXHIBIT 10.1




EXECUTION VERSION




EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 1, 2008 (the
“Effective Date”), is between TRI-ISTHMUS GROUP, INC., a Delaware corporation (the
“Company”), and DAVID HIRSCHHORN (“Hirschhorn”). The Company and Hirschhorn are
collectively referred to in this Agreement as the “Parties.”




Background



The company wishes to employ Hirschhorn as its Chief Executive Officer, and the Parties desire to
provide for the employment of Hirschhorn as of the Effective Date in accordance with the terms of
this Agreement.




Terms of Agreement




The Parties agree as follows:



1. EMPLOYMENT. The Company employs Hirschhorn to devote his personal services to the
business and affairs of the Company, and Hirschhorn accepts such employment, on the terms and
conditions stated in this Agreement.





1.1. Duties. Hirschhorn’s title and position shall be Chief Executive Officer of the
Company. Hirschhorn’s duties will be those customarily performed by persons acting in that
capacity and those that may be designated by the Board of Directors of the Company (the
“Board”) consistent with the title and position of Chief Executive Officer of the
Company. Hirschhorn shall report directly to the Board. Hirschhorn shall also serve, upon
request and without additional compensation, as an officer or a director, or both, of any
subsidiary, division, or affiliate of the Company or any other entity in which the Company
holds an equity interest or which it sponsors.




1.2. Full-Time Employee. Hirschhorn shall devote his full time (except for reasonable
vacation time and absence for any disability), attention, and best efforts to the
performance of his duties described in Article 1.1.


2. TERM. The term of Hirschhorn’s employment under this Agreement (the “Term”)
shall commence on the Effective Date and shall continue until July 1, 2013 or until terminated
pursuant to Article 5.



3. COMPENSATION. As compensation for the services rendered by Hirschhorn under this
Agreement, the Company shall, during the Term, pay or provide Hirschhorn the following:





3.1. Base Salary. The Company shall pay Hirschhorn during the Term a base salary equal to
Four Hundred Eighty Thousand Dollars ($480,000.00) for the first year
of the Agreement; Five Hundred Forty Thousand Dollars ($540,000.00) for the Second year of the
Agreement; Six Hundred Thousand Dollars ($600,000.00) for the third year of the Agreement;
Six Hundred Thirty Thousand Dollars ($630,000.00) for the fourth year of the Agreement; and
Six Hundred Sixty-One Thousand Five Hundred Dollars ($661,500)



 









 






for the fifth and final year
of the Agreement (“Base Salary”). Base Salary shall be paid in equal installments
every two weeks, in arrears, at the Company’s regular and routine payroll dates, or at such
intervals as may otherwise be agreed upon by the Parties, and in accordance with any other
payroll procedures of the Company. Base Salary shall be prorated in any fiscal year during
which Hirschhorn is employed under this Agreement for less than the entire fiscal year, in
accordance with the number of days in that fiscal year during which Hirschhorn is so
employed. Base Salary shall also be prorated (on a daily basis) for any partial payroll
period of employment under this Agreement.




3.2. Annual Incentive Bonus. In addition to the Base Salary, Hirschhorn shall be eligible
to receive an annual incentive bonus as determined by the Compensation Committee of the
Board (the “Compensation Committee”) of an amount not exceeding three times the Base
Salary (as described in Article 3.1) or ten percent (10%) of the Company’s EBITDA for the
immediately preceding fiscal year (the “Bonus”). To the extent declared, the Bonus
shall be due and payable within five (5) business days following the public disclosure of
the Company’s annual report (for the applicable fiscal year) on Form 10-K, as filed with the
Securities and Exchange Commission. For purposes hereof, “EBITDA” means an amount
for the Company and its subsidiaries based on the audited financial statements equal to (x)
consolidated net income from operations plus (y) without duplication and to the extent
deducted in computing net income, the sum of (a) interest expense, (b) taxes,
(c) depreciation expense, (d) amortization expense, and (e) one-time, non-recurring expenses
that are not related, directly or indirectly, to the operating activities of the Company for
the applicable fiscal year.




3.3. Option. Hirschhorn shall be eligible to participate in any stock option, performance
share, phantom stock, or similar long-term stock-based incentive plan adopted by the Company
for its employees in effect during the Term, including the Option Plan. The extent to which
Hirschhorn shall participate in any such plan will be determined by the Compensation
Committee. Concurrent with the Effective Date of this Agreement, Hirschhorn shall receive
options to purchase up to Six Million, Two Hundred, Fifty Thousand (6,250,000) shares of the
Company’s common stock at an initial exercise price of $0.625 per share. Such options shall
vest in equal installments over a five (5) year period commencing on the Effective Date of
this Agreement. The terms and conditions of these options shall be as set forth in an
option grant agreement between the Company and Hirschhorn.




3.4. Savings and Retirement Plans. Hirschhorn shall be eligible to participate in any
bonus, savings, deferred compensation, retirement or pension, or death benefit plan adopted
by the Company for its employees generally in effect during the Term.




3.5. Welfare Benefit Plans. Hirschhorn shall be eligible to participate in any life
insurance, medical, dental, and hospitalization insurance, disability
insurance benefit, or other similar employee welfare benefit plan or program adopted by the Company covering its
employees generally in effect during the Term.



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3.6. Paid Time Off. Hirschhorn shall be entitled to twenty (20) days of paid vacation or
time off (“PTO”) per fiscal year of the Company, in accordance with the Company’s
PTO policies, practices and procedures in effect during the Term. Such PTO shall, however,
be prorated in any fiscal year during which Hirschhorn is employed under this Agreement for
less than the entire fiscal year, in accordance with the number of days in that fiscal year
during which Hirschhorn is so employed.




3.7. Tax Withholding. The Company may deduct from any compensation or other amount payable
to Hirschhorn under this Agreement (including under Article 5) social security (FICA) taxes
and all federal, state, municipal, and other taxes or governmental charges as may, in the
Company’s judgment, be required.




3.8. Participation in Compensation and Benefit Plans. Hirschhorn’s participation during the
Term in any or all of the plans or programs adopted by the Company described in Articles 3.3
through 3.5 (“Compensation and Benefit Plans”) will be subject to the terms and
conditions of those Compensation and Benefit Plans as they now exist or may hereafter be
adopted, amended, restated, or discontinued by the Company, including the satisfaction of
all applicable eligibility requirements and vesting provisions of those Compensation and
Benefit Plans. The Company shall have no obligation under this Agreement to continue any or
all of the Compensation and Benefit Plans that now exist or are hereafter adopted. To the
extent that Hirschhorn is eligible to participate in any Compensation and Benefit Plan
existing on the date of this Agreement for which a plan description or plan materials are
available, the Company has provided to Hirschhorn, and Hirschhorn hereby acknowledges
receipt of, a copy of the correct and complete written plan description or plan materials
distributed to participants or prospective participants.


4. EXPENSE REIMBURSEMENT. During the Term, Hirschhorn may incur, and shall be reimbursed
by the Company on a monthly basis, in arrears, for the following:





4.1. General Expenses. Reasonable, ordinary and necessary, and documented business expenses
to the extent that Hirschhorn complies with, and reimbursement is permitted by, the
Company’s policies, practices and procedures.




4.2. Healthcare. The Company shall reimburse Hirschhorn for the amount of his individual
monthly healthcare insurance premiums paid by Hirschhorn pursuant to the Company’s
healthcare plan.




4.3. Company Car and Driver. The Company shall reimburse Hirschhorn for the cost of a car
service used by Hirschhorn for travel between the Company’s headquarters and its ambulatory
surgery centers and associated facilities in San Diego, California, to the extent that such
was a necessary expense related to Company business.




4.4. Business Travel. The Company shall reimburse Hirschhorn for business class airline
tickets purchased by Hirschhorn for travel on behalf of the Company to the extent that such
travel involves more than two hours of flight time.


5. ADDITIONAL BENEFITS. During the Term, the Company shall provide Hirschhorn with, and
pay for the expenses associated with, the following:



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5.1. Auto Lease Allowance. Hirschhorn shall be entitled to a car allowance in the amount of
Five Hundred Dollars ($500.00) per month.




5.2. Term Life Insurance. Hirschhorn shall receive a term life insurance policy with a
death benefit of One Million Dollars ($1,000,000.00) for the first year of the Agreement;
One Million Five Hundred Thousand Dollars ($1,500,000.00) for the second and third years of
the Agreement; and Two Million Dollars ($2,000,000.00) for each of the fourth and fifth
years of the Agreement. The premiums for this term life insurance policy shall be paid by
the Company as long as Hirschhorn remains employed by the Company pursuant to this
Agreement.




5.3 Tax Preparation and Financial Planning. The Company shall reimburse Hirschhorn for
costs incurred in connection with his individual tax preparation and financial planning
services, up to an amount of Five Thousand Dollars ($5,000.000) per annum.


6. EMPLOYMENT TERMINATION. Either Party may terminate Hirschhorn’s employment under this
Agreement by giving written notice of termination to the other Party. If the Company is
terminating, it shall include in that notice a statement whether the termination is because of
Disability or for Cause or without Cause. The Parties’ respective rights and obligations upon the
termination of Hirschhorn’s employment under this Agreement are as follows:





6.1. Termination Generally. Upon any termination of Hirschhorn’s employment under this
Agreement, the Company shall pay or provide Hirschhorn the following:




6.1.a. Any amount of Base Salary earned by, but not yet paid to, Hirschhorn through
the effective date of termination of employment, as further described below (the
“Termination Date”);




6.1.b. All benefits that have been earned by or vested in, and are payable to,
Hirschhorn under, and subject to the terms (including all eligibility requirements)
of, the Compensation and Benefit Plans in which Hirschhorn participated through the
Termination Date;




6.1.c. All reimbursable expenses due, but not yet paid, to Hirschhorn as of the
Termination Date under Article 4; and




6.1.d. An amount equal to all accrued and unused PTO, calculated in accordance with
the Company’s PTO policies, practices, and procedures (including authorized
deductions and the deductions required by law), through the Termination Date.




The amount of Base Salary due under Article 6.1.a shall be paid no later than thirty (30)
business days after the Termination Date; the amounts or benefits due under Article 6.1.b
shall be paid or provided in accordance with the terms of the Compensation and Benefit Plans
under which such amounts or benefits are due to Hirschhorn; and the amounts due under
Articles 6.1.c and 6.1.d shall be paid in accordance with the terms
of the



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Company’s
policies, practices, and procedures regarding reimbursable expenses and PTO, respectively.
Except as expressly provided below in this Article 6, upon paying or providing Hirschhorn
the preceding amounts or benefits, the Company shall have no further obligation or liability
under this Agreement for base salary or any other cash compensation or for any benefits
under any of the Compensation and Benefit Plans. Upon termination of Hirschhorn’s
employment, Hirschhorn shall be deemed to have resigned from any position as an officer or
director, or both, of any subsidiary, division, or affiliate of the Company or any other
entity in which the Company holds an equity interest or which it sponsors that Hirschhorn
then holds; no written resignation need be given or delivered to the Company.




In this Agreement, the Termination Date shall be (i) the date of Hirschhorn’s death, (ii)
the third business day after the date on which the Company gives notice of termination
because of Disability, or (iii) the date of termination specified in any other notice of
termination, or if not specified in the notice of termination, the date that notice of
termination is given.




In this Agreement, “Disability” means Hirschhorn’s permanent and total disability,
which shall be deemed to exist if he is unable reasonably to perform his duties under this
Agreement because of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for at least
ninety (90) consecutive days. Any Disability shall be determined by the Board or an
authorized committee or representative thereof (“Representative”), in its sole and
absolute discretion, upon receipt of competent medical advice from a qualified physician
selected by or acceptable to the Board or its Representative. Hirschhorn shall, if there is
any question about his Disability, submit to a physical examination by a qualified physician
selected by the Board or its Representative.




In this Agreement, “Cause” means any of the following: (i) Hirschhorn’s failure to
substantially perform his duties under this Agreement, other than any such failure resulting
from his incapacity due to physical or mental illness or Disability; (ii) Hirschhorn’s
engaging in any action which, or omitting to engage in any action the omission of which, has
been, is, or is reasonably expected to be substantially injurious (monetarily or otherwise)
to the Company or its business or reputation; (iii) Hirschhorn’s performance of any act or
omission constituting dishonesty that results, directly or indirectly, in significant gain
or enrichment of Hirschhorn or his family or affiliates at the expense of the Company; or
(iv) any breach by Hirschhorn of any obligation under any of Articles 7, 8, 9, and 10.
Whether an event or circumstance constituting Cause exists will be determined in good faith
by the Board or its Representative. If the Company believes that Cause for termination
exists under clause (i) above in this paragraph, the Company shall notify Hirschhorn of that
belief, and that notice shall describe the event or circumstance believed to constitute
Cause for termination. If that event or circumstance may reasonably be remedied or
corrected, Hirschhorn shall have thirty (30) days to effect that correction or remedy. If
not corrected or remedied within that thirty (30) day period,
Cause for termination shall immediately be deemed to exist, and Hirschhorn’s employment
shall be deemed terminated. If the Company believes that Cause for termination exists
under any of clauses (ii), (iii), and (iv) above in this paragraph, the



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Company shall notify
Hirschhorn of that belief, and that notice shall constitute immediate termination of
Hirschhorn’s employment.




Hirschhorn may voluntarily terminate his employment under this Agreement only by giving at
least thirty (30) days’ prior written notice to the Company. Hirschhorn shall not be liable
to the Company for breach of this Agreement because of his termination of employment in
accordance with the preceding sentence.




6.2. Termination Without Cause or Upon Death or Disability. If Hirschhorn’s employment is
terminated by death or by the Company because of Disability or without Cause, Hirschhorn (or
his legal representative, estate, or heirs) shall be entitled to receive from the Company,
as liquidated damages:




6.2.a. A lump sum amount equal to three times the sum of Hirschhorn’s then current
annualized Base Salary plus any bonus paid in the fiscal year of the Company
preceding Termination pursuant to this Article 6.2 (the “Severance
Payments”); and




6.2.b. If Hirschhorn elects and maintains continued coverage under the Consolidated
Omnibus Benefits Reconciliation Act of 1985 and corresponding regulations
(“COBRA”), then for up to the twelve (12) consecutive months immediately
after the Termination Date, payments in an amount equal to the difference between
(i) the premiums paid or payable by Hirschhorn for coverage under COBRA for himself
and his dependents (if any) and (ii) the premiums that he would have paid for
comparable coverage under the Company’s then current group insurance plan or plans
if his employment under this Agreement had not ceased (the “Insurance
Payments”); except that the Insurance Payments shall expire or terminate
immediately upon Hirschhorn’s becoming eligible for coverage under another
employer’s plan or policy.




The Severance Payments shall be paid at the dates on which Hirschhorn’s Base Salary would
have been payable if his employment under this Agreement had not been terminated. The
Company will commence the Severance Payments and the Insurance Payments within ten (10)
business days after the first business day on which the release executed and delivered in
accordance with Article 6.4.a becomes irrevocable by Hirschhorn (or his legal
representative, estate, or heirs). The Company’s obligations for the Insurance Payments are
not intended to negate or impair any obligation of the Company or right of Hirschhorn under
COBRA. The Severance Payments and the Insurance Payments shall be in addition to the
amounts or benefits to which Hirschhorn is entitled under Article 6.1. Any Severance
Payments or Insurance Payments (or both) under this Article 6.2 shall not be deemed the
continuation of Hirschhorn’s employment for any purpose.




6.3. Termination Upon a Change in Control.




6.3.a Definitions. For purposes of this Article 6.3, the following definitions
apply:



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6.3.a.i. An “Acquiring Person” shall mean any person that, together
with all Affiliates and Associates of such person, is the beneficial owner
of 50.1% or more of the outstanding Common Stock. The term “Acquiring
Person” shall not include the Company, any subsidiary of the Company,
any employee benefit plan of the Company (or trust with respect thereto) or
subsidiary of the Company, or any person holding Common Stock of the Company
for or pursuant to the terms of any such plan.




6.3.a.ii. “Affiliate” and “Associate” shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) in effect on the date of this Agreement.




6.3.a.iii For “Cause” shall have the meaning set forth in Article
6.1 above.




6.3.a.iv. “Change in Control” of the Company shall have occurred if
at any time during the term of this Agreement any of the following events
shall occur:




6.3.a.iv.A. The Company is merged, consolidated or reorganized into
or with another corporation or other legal person and as a result of
such merger, consolidation or reorganization less than 50.1% of the
combined voting power to elect directors of the then outstanding
securities of the remaining corporation or legal person or its
ultimate parent immediately after such transaction is available to be
received by all stockholders on a pro rata basis and is actually
received in respect of or exchange for voting securities of the
Company pursuant to such transaction;




6.3.a.iv.B. The Company sells all or substantially all of its assets
to any other corporation or other legal person not controlled by or
under common control with the Company;




6.3.a.iv.C. Any person or group (including any “person” as
such term is used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act has become the beneficial owner (as the term
“beneficial owner” is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of
securities which when added to any securities already owned by such
person would represent in the aggregate 50% or more of the then
outstanding securities of the Company which are entitled to vote to
elect directors;



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6.3.a.iv.D. If at any time, the Continuing Directors then serving on
the Board cease for any reason to constitute at least a majority
thereof;




6.3.a.iv.E. Any occurrence that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A or any
successor rule or regulation promulgated under the Exchange Act; or




6.3.a.iv.F. Such other events that cause a change in control of the
Company, as determined by the Board in its sole discretion;




provided, however, a Change in Control of the Company
shall not be deemed to have occurred as the result of any transaction
having one or more of the foregoing effects if such transaction is
both (1) proposed by, and (2) includes a significant equity
participation of, executive officers of the Company as constituted
immediately prior to the occurrence of such transaction or any
Company employee stock ownership plan or pension plan.




6.3.a.v. “Continuing Director” shall mean a director of the Company
who (i) is not an Acquiring Person, an Affiliate or Associate, a
representative of an Acquiring Person or nominated for election by an
Acquiring Person, and (ii) was either a member of the Board of the Company
on the date of this Agreement or subsequently became a director of the
Company and whose initial election or initial nomination for election by the
Company’s stockholders was approved by a majority of the Continuing
Directors then on the Board of the Company.




6.3.a.vi. “Disability” and “Disabled” shall have the meaning
set forth in Article 6.1 above.




6.3.a.vii. “Change in Control Severance Compensation” shall be as
follows:




6.3.a.vii.A. If Hirschhorn’s employment is terminated pursuant to a
Change in Control by way of an acquisition (including, without
limitation, asset, equity or otherwise) by an Acquiring Person, then
Hirschhorn will be entitled to a lump sum amount equal to three times
the sum of Hirschhorn’s then current annualized Base Salary plus any
bonus paid in the fiscal year of the Company preceding the date of
termination pursuant to this Article 6.3.




6.3.a.vii.B. If Hirschhorn’s employment is terminated pursuant to a
Change in Control by way of any other transaction other than that
described under Article 6.3.a.vii.A. above, then for a period of 12
months Hirschhorn is entitled to benefits substantially similar to



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those which Hirschhorn was entitled to receive immediately prior to
the date of termination (pursuant to this Article 6.3 under the
Company’s health benefit programs and insurance programs, including,
without limitation, all of the Company’s “employee welfare benefit
plans” within the meaning of Section 3(1) of The Employee Retirement
Income Security Act of 1974, as amended.




6.3.a.vii.C. Upon Change in Control for any and all reasons, all
options granted to Hirschhorn previously pursuant to this Agreement
shall vest immediately.




6.3.a.vii.D. Upon Change in Control for any and all reasons,
Hirschhorn shall be entitled to retain full possession of any laptop
or notebook computer that was provided to him by the Company.




6.3.b Rights of Hirschhorn Upon Change in Control and Subsequent Termination.




6.3.b.i. The Company shall provide Hirschhorn, within ten (10) days
following the date of termination pursuant to this Article 6.3, Change in
Control Severance Compensation, but without affecting the rights of
Hirschhorn or the Company at law or in equity, if, within one year following
the occurrence of a Change in Control, any of the following two events shall
occur:




6.3.b.i.A. the Company terminates Hirschhorn’s employment during the
Term except for any of the following reasons:




     6.3.b.i.A.(1) Hirschhorn dies;




     6.3.b.i.A.(2) Hirschhorn becomes Disabled; or




     6.3.b.i.A.(3) The Company terminates Hirschhorn for Cause; or




6.3.b.ii.B. Hirschhorn terminates his employment after such Change in
Control and the Company commits any breach of this Agreement, which
is not cured within ten (10) calendar days after receipt by the
Company of written notice from Hirschhorn of such breach.




6.3.b.ii. Upon written notice given by Hirschhorn to the Company prior to
the receipt of Change in Control Severance Compensation, Hirschhorn, at his
sole option, may elect to have all or any part of any such amount paid to
him, without interest, on an installment basis selected by him.



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6.3.b.iii. The payment of Change in Control Severance Compensation by the
Company to Hirschhorn shall not affect any rights and benefits which
Hirschhorn may have pursuant to any other agreement, policy, plan, program
or arrangement with the Company prior to the date of termination pursuant to
this Article 6.3, which rights shall be governed by the terms thereof,
except that payments hereunder after termination under this Article 6.3
shall reduce by an equal amount any sums payable after termination of
employment under Article 6.2 above, as may be amended, restated or modified.




6.3.b.iv. If any of the events set forth in Articles 6.3.b.i.A or
6.3.b.ii.B. of this Agreement occurs prior to a Change in Control but
following the commencement of any discussion authorized by the Board with a
third person that ultimately results in a Change in Control involving that
person or a different third party, such event shall be deemed to be a
termination or removal of Hirschhorn after a Change in Control for purposes
of this Agreement and shall entitle Hirschhorn to all benefits under this
Agreement.




6.4. Conditions to Severance Payments. Except as provided in Article 6.2.b and below in
this Article 6.4, none of the Severance Payments and the Insurance Payments under Article
6.2 will be subject to reduction as the result of future compensation earned or received by
Hirschhorn (including by self-employment), and Hirschhorn shall have no duty to mitigate his
damages. The Severance Payments and the Insurance Payments shall, however, be conditioned
upon:




6.4.a. The Company’s receipt of a Settlement Agreement, General Release, and
Covenant Not to Sue executed and performed by Hirschhorn (or his legal
representative, estate, or heirs) in substantially the form of Exhibit “A”
to this Agreement (the “Release Agreement”); and




6.4.b. the compliance by Hirschhorn (or his legal representative, estate, or heirs)
with Articles 7, 8, 9, and 10 after the Termination Date as specified in those
Articles, as well as with the Release Agreement.




The Company may cease or reduce the Severance Payments or the Insurance Payments (or both)
if, and the Company shall be entitled to a return of the Severance Payments and the
Insurance Payments (or both) made to the extent that, there is or has been any material
violation by Hirschhorn (or his legal representatives, estate, or heirs) of any of Articles
7, 8, 9, and 10 or of the Release Agreement.




6.5. Termination for Cause or by Hirschhorn. If Hirschhorn’s employment is terminated by
the Company for Cause or is voluntarily terminated by Hirschhorn, then Hirschhorn shall not
be entitled to any payments under this Agreement other than the amounts or benefits to which
he is entitled under Article 6.1.



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6.6. Post-Termination Survival. The provisions of this Article 6 shall survive the
termination of Hirschhorn’s employment by the Company and its subsidiaries to the extent
necessary to effect the post-termination payments or benefits to which Hirschhorn is
entitled under the terms of this Article 6.


7. CONFIDENTIAL INFORMATION. The Company shall provide to Hirschhorn, during the Term,
access to various trade secrets, confidential information, and proprietary information of the
Company (which, in this Article 7 as well as in Articles 8, 9, and 10, shall include the Company’s
subsidiaries and affiliates) which are valuable and unique to the Company (“Confidential
Information”). Confidential Information includes the Company’s plans, policies, and procedures
as well as the plans, policies and procedures of other persons having relationships that are
material to the Company’s business and affairs. Hirschhorn shall not, either while in the employ
of the Company or at any time thereafter, (i) use any of the Confidential Information, or (ii)
disclose any of the Confidential Information to any person not an employee of the Company or not
engaged to render services to the Company, except (in either case) to perform his duties under this
Agreement or otherwise with the Company’s prior written consent. Nothing in this Article 7 shall
preclude Hirschhorn from the use or disclosure of information generally known to the public or not
considered confidential by the Company or from any disclosure to the extent required by law or
court order (though Hirschhorn must give the Company prior notice of any such required disclosure
and must cooperate with any reasonable requests of the Company to obtain a protective order
regarding, or to narrow the scope of, the Confidential Information required to be disclosed). All
files, records, documents, information, data, and similar items relating to the business or affairs
of the Company, whether prepared by Hirschhorn or otherwise coming into his possession, shall
remain the exclusive property of the Company and shall not be removed from the premises from the
Company, except in the ordinary course of business as part of Hirschhorn’s performance of his
duties under this Agreement, and (in any event) shall be promptly returned or delivered to the
Company (without Hirschhorn’s retaining any copies) upon the termination of employment under this
Agreement.



8. NONCOMPETITION. Hirschhorn acknowledges that, in addition to his access to and
possession of Confidential Information, during the Term he will acquire valuable experience and
special training regarding the Company’s business and that the knowledge, experience, and training
he will acquire would enable him to injure the Company if he were to engage in any business that is
competitive with the business of the Company. Therefore, Hirschhorn shall not, at any time during
the Term and for the twelve (12) consecutive months immediately after the Termination Date,
directly or indirectly (as an employee, employer, consultant, agent, principal, partner,
shareholder, officer, director, or manager or in any other individual or representative capacity),
engage, invest, or participate in any business in direct competition with the business of the
Company within a fifty (50)-mile radius of each location, or set or group of locations, (i) at,
from, or to which the Company conducts or has conducted business or renders, provides, or delivers,
or has rendered, provided, or delivered, services or products during the Measurement Period (as
defined below) or (ii) that is or has been, during the Measurement Period, the subject of a
Proposal (as defined below) to conduct business or render, provide, or deliver services or products
thereat, therefrom, or thereto. “Measurement Period” means, with respect to Hirschhorn’s
activity (A) at any time during the Term, the Term, and (B) at any time on or after the Termination
Date, the six (6) consecutive months preceding, and including, the Termination Date.
“Proposal” means a written or formal proposal, bid, arrangement, understanding, or



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agreement by the Company to or with another person that reflects or contains negotiated or
substantive terms, but does not include any marketing contact by the Company where the other person
has not solicited that contact or indicated any interest in doing business with the Company.
(Hirschhorn shall not be prohibited, however, from owning, as a passive investor, less than five
percent (5%) of the publicly traded stock or other securities of any entity engaged in a business
competitive with that of the Company.) Hirschhorn represents and agrees that (x) the Company has
agreed to provide him, and he will receive from the Company, special experience and knowledge,
including Confidential Information, (y) because the Confidential Information is valuable to the
Company, its protection (particularly from any competitive business) constitutes a legitimate
interest to be protected by the Company by enforcement of the restriction in this Article 8, and
(z) the enforcement of the restriction in this Article 8 would not be unduly burdensome to
Hirschhorn and that, in order to induce the Company to enter into this Agreement (which contains
various benefits to Hirschhorn and obligations of the Company with respect to Hirschhorn’s
employment), Hirschhorn is willing and able to engage, invest, or participate in business after the
Termination Date so as not to violate this Article 8. The Parties agree that the restrictions in
this Article 8 regarding scope of activity, duration, and geographic area are reasonable; however,
if any court should determine that any of those restrictions is unenforceable, that restriction
shall not thereby be terminated, but shall be deemed amended to the extent required to render it
enforceable.



9. NONSOLICITATION. Hirschhorn shall not, at any time within the twelve (12) consecutive
months immediately after the Termination Date, either directly or indirectly:





9.1. Disclose Contact Information. Make known to any person the names and addresses, or
other contact information, of any of the customers, suppliers, or other persons having
significant business relationships with the Company within the information technology
industry, so that such person could affect, or attempt to affect, any of those relationships
to the detriment of the Company; or




9.2. Solicit Employees. Solicit, recruit, or hire, or attempt to solicit, recruit, or hire,
any employee or consultant of the Company, or in any other manner attempt to induce any
employee or consultant of the Company to leave the employ of the Company or cease his or her
consulting or similar business relationship with the Company. References in this Article
9.2 to “any employee or consultant” shall include any person who was an employee or
consultant of the Company at any time within the six (6) consecutive months preceding, and
including, the Termination Date.


10. DEVELOPMENTS. Hirschhorn shall promptly disclose to the Company all inventions,
discoveries, improvements, processes, formulas, ideas, know-how, methods, research, compositions,
and other developments, whether or not patentable or copyrightable, that Hirschhorn, by himself or
in conjunction with any other person, conceives, makes, develops, or acquires during the Term which
(i) are or relate to the properties, assets, or existing or contemplated business or research
activities of the Company, (ii) are suggested by, arise out of, or result from, directly or
indirectly, Hirschhorn’s association with the Company, or (iii) arise out of or result from,
directly or indirectly, the use of the Company’s time, labor, materials, facilities, or other
resources (“Developments”).




12









 







Hirschhorn hereby assigns, transfers, and conveys to the Company, and hereby agrees to assign,
transfer, and convey to the Company during or after the Term, all of his right and title to and
interest in all Developments. Hirschhorn shall, from time to time upon the request of the Company
during or after the Term, execute and deliver any and all instruments and documents and take any
and all other actions which, in the judgment of the Company or its counsel, are or may be
necessary or desirable to document any such assignment, transfer, and conveyance to the Company or
to enable the Company to file and process applications for, and to acquire, maintain, and enforce,
any and all patents, trademarks, registrations, or copyrights with respect to any of the
Developments, or to obtain any extension, validation, re-issue, continuance, or renewal of any such
patent, trademark, registration, or copyright. The Company will be responsible for the preparation
of any such instrument or document and for the implementation of any such proceedings and will
reimburse Hirschhorn for all reasonable expenses incurred by him in complying with this Article 10.



11. INDEMNIFICATION. To the extent Hirschhorn is an officer or director of the Company,
the Company shall include Hirschhorn under any existing or future (i) directors’ and officers’
liability insurance policy that the Company obtains and maintains or (ii) indemnification
agreements between the Company and other executives of the Company. Subject to the foregoing
sentence, the Company will indemnify Hirschhorn to the fullest extent permitted by the laws of the
Company’s state of incorporation in effect at that time or by the articles or certificate of
incorporation and by-laws of the Company, whichever affords the greater protection to Hirschhorn.



12. CERTAIN REMEDIES. Any breach or violation by Hirschhorn of any of Articles 7, 8, 9,
and 10 shall entitle the Company, as a matter of right, to an injunction issued by any court of
competent jurisdiction, restraining any further or continued breach or violation, or to specific
performance requiring the compliance with Hirschhorn’s covenants. This right to an injunction or
other equitable relief shall be in addition to, and not in lieu of, any other remedies to which the
Company may be entitled. The existence of any claim or cause of action of Hirschhorn against the
Company, or any subsidiary or affiliate of the Company, whether based on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of Hirschhorn’s
covenants in any of Articles 7, 8, 9, and 10. The covenants in Articles 7, 8, 9, and 10 and in
this Article 12 shall survive the termination of Hirschhorn’s employment under this Agreement.



13. BINDING AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
shall inure to the benefit of, the Company and Hirschhorn and their respective legal
representatives, heirs, executors, administrators, and successors and assigns (as permitted by this
Article 13), including any successor to the Company by merger, consolidation, or reorganization
and any other person that acquires all or substantially all of the business and assets of the
Company. The Company shall have the right, without the need for any consent from Hirschhorn, to
assign its rights, benefits, remedies, and obligations under this Agreement to one or more other
persons. The rights, benefits, remedies, and obligations of Hirschhorn under this Agreement are
personal to Hirschhorn, however, and may not be assigned or delegated by him; except that this
shall not preclude (i) Hirschhorn from designating one or more beneficiaries to receive any amount
or benefit that may be paid or provided after Hirschhorn’s death or (ii) the legal representative
of Hirschhorn’s estate from assigning any right or benefit under this



13









 






Agreement to the person or persons entitled thereto under Hirschhorn’s will or the laws of
intestacy applicable to Hirschhorn’s estate, as the case may be.



14. SEVERABILITY. If any provision of this Agreement is found to be invalid or
unenforceable for any reason, then (i) that provision shall be severed from this Agreement, (ii)
this Agreement shall be construed and enforced as if that invalid or unenforceable provision never
constituted a part of this Agreement, and (iii) the remaining provisions of this Agreement shall be
unaffected thereby and shall remain in full force and effect to the fullest extent permitted by
applicable law. Further, in lieu of that invalid or unenforceable provision, there shall be added
to this Agreement a provision as similar in its terms to that invalid or unenforceable provision as
may be possible and be valid and enforceable.



15. NOTICES. Any notice, request, or other communication to be given by either Party under
this Agreement by to the other shall be in writing and either (i) delivered in person, (ii)
delivered by prepaid same-day or overnight courier service, (iii) sent by certified mail, postage
prepaid with return receipt requested, or (iv) transmitted by facsimile, in any case addressed to
the other Party as follows:




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	To the Company:
	 	Tri-Isthmus Group, Inc.

9663 Santa Monica Blvd., #959

Beverly Hills, California 90210	 	 
	 

	 	 	 	Attention: Board of Directors


Facsimile:                                         	 	 
	 
	 	 	 	 	 	 
	 	 	with a copy (which shall not constitute notice) to:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Kirkpatrick & Lockhart Preston Gates Ellis, LLP

1717 Main Street, Suite 2800

Dallas, TX 75201	 	 
	 

	 	 	 	Attn: I. Bobby Majumder, Esq.

Facsimile: (214) 939-5849	 	 
	 
	 	 	 	 	 	 
	 

	 	To Hirschhorn:
	 	David Hirschhorn	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Facsimile: (___) ___-___	 	 





or to such other address or facsimile number as the Party to be notified may have designated by
notice previously given in accordance with this Article 15. Communications delivered in person or
by courier service or transmitted by facsimile shall be deemed given and received as of actual
receipt (or refusal) by the addressee. Communications mailed as described above in this Article 15
shall be deemed given and received three (3) business days after mailing or upon actual receipt,
whichever is earlier.



16. CERTAIN DEFINED TERMS. In this Agreement, (i) “person” means an individual or
any corporation, partnership, trust, unincorporated association, limited liability company, or
other legal entity, whether acting in an individual, fiduciary, or other capacity, and any
government, court, or governmental agency, (ii) “include” and “including” do not
signify any



14









 






limitation, (iii) “Article” and “Section” means any Article and any Section,
respectively, of this Agreement, unless otherwise indicated, (iv) an “affiliate” of a
person means any other person controlling, controlled by, or under common control with that person,
and (v) “business day” means any Monday through Friday, other than any such weekday on
which the executive offices of the Company are closed. In addition, the use in this Agreement of
“year,” “annual,” “month,” or “monthly” (or similar terms) to
indicate a measurement period shall not itself be deemed to grant rights to Hirschhorn for
employment or compensation for that period.



17. ENTIRE AGREEMENT. This Agreement, with Exhibit “A”, constitutes the entire
agreement between the Company and Hirschhorn with respect to the subject matter hereof and
supersedes any prior agreement between the Company and Hirschhorn with respect to the same subject
matter.



18. MODIFICATION AND WAIVER. No amendment to or modification of this Agreement, or waiver
of any term, provision, or condition of this Agreement, will be binding upon a Party unless the
amendment, modification, or waiver is in writing and signed by the Party to be bound. Any waiver
by a Party of a breach or violation of any provision of this Agreement by the other Party shall not
be deemed a waiver of any other provision or of any subsequent breach or violation.



19. GENDER. Whenever the context requires in this Agreement, words denoting gender in this
Agreement include the masculine, feminine, and neuter.



20. GOVERNING LAW; VENUE. This Agreement, and the rights, remedies, obligations, and
duties of the Parties under this Agreement, shall be governed by, construed in accordance with, and
enforced under the laws of the State of Delaware. The exclusive venue of any action or proceeding
relating to this Agreement or its subject matter shall be in Los Angeles County, California.



21. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
constitutes an original, but all of which constitute one and the same document.



The Parties have executed this Agreement to be effective as of the date stated in the first
paragraph.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	THE COMPANY:	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	TRI-ISTHMUS GROUP, INC.,	 	 	 	 
	a Delaware corporation	 	/s/ David Hirschhorn	 	 
	 

	 	 	 	 

Signature
	 	 
	 
	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Richardson E. Sells
 

Richardson E. Sells
	 	 	 	 
	Its:

	 	Director & Compensation Comm. Member
	 	David Hirschhorn	 	 
	

	 	 
	 	Printed Name	 	 






15











 





EXHIBIT “A”




Settlement Agreement, General Release, and Covenant Not to Sue




16









 





EXHIBIT “A”




SETTLEMENT AGREEMENT,

GENERAL RELEASE, AND COVENANT NOT TO SUE




     This Settlement Agreement, General Release, and Covenant Not to Sue (“Agreement”) is
made and entered into as of the                      day of                     , ___, by and between
                                         (“Employee”) and                              
           , a                     
corporation (the “Company”), hereinafter collectively referred to as the “parties”.



Recitals




     WHEREAS, Employee was employed by the Company as                                          under the terms of
an Executive Employment Agreement dated as of                     , 200___(the “Employment
Agreement”);



     WHEREAS, Employee’s employment under the Employment Agreement shall terminate effective
                    ,                      (the “Termination Date”); and



     WHEREAS, the parties desire to settle fully and finally, in the manner set forth herein, all
differences between them which have arisen, or which may arise, prior to, or at the time of, the
execution of this Agreement, including, but in no way limited to, any and all claims and
controversies arising out of the Employment Agreement, the employment relationship between Employee
and the Company, and the termination thereof;



Agreement




     NOW, THEREFORE, in consideration of the Recitals and the mutual promises, covenants and
agreements set forth herein, the parties covenant and agree as follows:



     1. Employee, for himself or herself and on behalf of his or her attorneys, heirs, assigns,
successors, executors, and administrators, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND
FOREVER DISCHARGES the Company, its current and former parent, subsidiary, affiliated, and related
corporations, firms, associations, partnerships, limited liability companies, and other entities,
their successors and assigns, and the current and former owners, members, shareholders, managers,
directors, officers, partners, employees, agents, attorneys, representatives, and insurers of said
corporations, firms, associations, partnerships, limited liability companies, and other entities,
and their guardians, successors, assigns, heirs, executors, and administrators (hereinafter
collectively referred to as the “Releasees”), from any and all claims, complaints,
grievances, liabilities, obligations, promises, agreements, damages, causes of action, rights,
debts, demands, controversies, costs, losses, damages, and expenses (including, without limitation,
attorneys’ fees and expenses) whatsoever, other than any arising under this Agreement, under any
municipal, local, state, or federal law, common or statutory — including, but in no way limited
to, claims



17









 







under the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et seq. — for any
actions or omissions whatsoever, whether known or unknown and whether or not connected with the
Employment Agreement, the employment of Employee by the Company, or the termination thereof, which
existed or may have existed prior to, or contemporaneously with, the execution of this Agreement.



     2. Employee, for himself or herself and on behalf of his or her attorneys, heirs, assigns,
successors, executors, and administrators, COVENANTS NOT TO SUE OR OTHERWISE CONSENT TO PARTICIPATE
IN ANY ACTION AGAINST, any of the Releasees based upon any of the claims and other matters released
in paragraph 1 of this Agreement.



     3. Employee agrees that he or she will keep the terms, amount, and fact of this Agreement
STRICTLY AND COMPLETELY CONFIDENTIAL and that he or she will not communicate or otherwise disclose
to any employee (past, present, or future) of the Company or any of the other Releasees or to a
member of the general public the terms, amount, or fact of this Agreement, except as may be
required by law or compulsory process.



     4. Employee waives and releases forever any right or rights he or she might have to
employment, reemployment, or reinstatement with the Company or any of the other Releasees, except
as may be provided under the terms of this Agreement.



     5. Upon the expiration of seven (7) days after Employee’s execution of this Agreement, the
Company agrees to pay or provide Employee the Severance Payment as provided (and defined) in the
Employment Agreement.



     6. The parties hereto recognize that, by entering into this Agreement, the Company does not
admit, and does specifically deny, any violation of any local, state, or federal law, common or
statutory. The parties further recognize that this Agreement has been entered into in release and
compromise of any claims which might be asserted by Employee in connection with his or her
employment by the Company, or the termination thereof, and to avoid the expense and burden of any
litigation related thereto.



     7. The parties acknowledge and agree that in the event Employee materially breaches any
provision of this Agreement, (a) Employee will indemnify and hold the Company harmless from and
against any and all resulting damages, expense, or loss incurred by the Company (including, without
limitation, attorneys’ fees and expenses), (b) Employee will immediately repay to the Company in
full any payment made to him or her under the provisions of this Agreement, and (c) the Company
will be entitled to file counterclaims against Employee for breach of the covenant not to sue and
may recover from Employee any payment not repaid to the Company, as required by clause (b) of this
paragraph 7, as well as any and all other resulting actual or consequential damages.



     8. One or more waivers of a breach of any covenant, term, or provision of this Agreement by
either party shall not be construed as a waiver of a subsequent breach of the same covenant, term,
or provision, nor shall it be considered a waiver of any other then existing or subsequent breach
of a different covenant, term, or provision.



18









 





     9. If any provision or term of this Agreement is held to be illegal, invalid, or
unenforceable, (a) such provision or term shall be fully severable, (b) this Agreement shall be
construed and enforced as if such illegal, invalid, or unenforceable provision had never
constituted part of this Agreement, and (c) the remaining provisions of this Agreement shall remain
in full force and effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal,
invalid, or unenforceable provision or term there shall be added automatically as a part of this
Agreement another provision or term as similar to the illegal, invalid, or unenforceable provision
as may be possible and that is legal, valid, and enforceable.



     10. The parties agree that should one party sue the other party for a breach of any provision
of this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and costs
of court. Each party shall have the right to sue for specific performance of this Agreement, and
for declaratory and injunctive relief.



     11. Either party may revoke this Agreement, within seven (7) days of the date of its execution
by Employee (the “Revocation Period”), by written notice to the other party. Employee
agrees that if he or she revokes this Agreement, he or she shall receive none of the benefits
provided for under its terms. Employee further understands and agrees that, unless the Company
receives from Employee, prior to the expiration of the Revocation Period, written notice of his or
her revocation of this Agreement, this Agreement and all of its terms shall have full force and
effect, and Employee shall have forever waived his or her right to revoke this Agreement.



     12. This Agreement constitutes the entire agreement of the parties, and supersedes all prior
and contemporaneous negotiations and agreements, oral or written, between the parties. All prior
and contemporaneous negotiations and agreements are deemed incorporated and merged into this
Agreement and are deemed to have been abandoned if not so incorporated. No representations, oral
or written, are being relied upon by either party in executing this Agreement other than the
express representations of this Agreement. This Agreement cannot be changed or terminated without
the express written consent of the parties.



     13. This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas, except where preempted by federal law.



     14. By executing this Agreement, Employee acknowledges that (a) this Agreement has been
reviewed with him or her by a representative of the Company (see Attachment “A”, which is
attached hereto and incorporated herein by reference), (b) he or she has had at least twenty-one
(21) days to consider the terms of the Agreement (see Attachment “A”), and has considered
its terms for that period of time or has knowingly and voluntarily waived his or her right to do
so, (c) he or she has been advised by the Company in writing to consult with an attorney regarding
the terms of the Agreement (see Attachment “A”), (d) he or she has consulted with, or has
had sufficient opportunity to consult with, an attorney of his or her own choosing regarding the
terms of the Agreement, (e) any and all questions regarding the terms of this Agreement have been
asked and answered to his or her complete satisfaction, (f) he or she has read this Agreement and
fully understands its terms and their import, (g) except as provided by this Agreement, he or she
has no contractual right or claim to the benefits described herein, (h)



19









 




the consideration provided for herein is good and valuable, and (i) he or she is entering into
this Agreement voluntarily, of his or her own free will, and without any coercion, undue influence,
threat, or intimidation of any kind or type whatsoever.




20









 








     EXECUTED in                             
            ,         
             this                     day of                     , 200___.



	 	 	 	 	 	 	 
	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	THE STATE OF

	 	 	 	§
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	§	 	 
	COUNTY OF

	 	 	 	§	 	 
	 

	 	 	 	 	 	 





     BEFORE ME, the undersigned, a Notary Public, on this day personally appeared
                                        , known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he or she executed the same for the purposes and
consideration therein expressed.



     GIVEN UNDER MY HAND AND SEAL OF OFFICE this                      day of                     , 200___.



	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Notary Public, State of	 	 
	 

	 	 	 	 





[SEAL]




21









 





     EXECUTED in                     ,                      , this        
              day of                     , 200___.



	 	 	 	 	 	 	 
	 	 	THE COMPANY:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	THE STATE OF

	 	 	 	§
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	§	 	 
	COUNTY OF

	 	 	 	§	 	 
	 

	 	 	 	 	 	 





     BEFORE ME, the undersigned, a Notary Public, on this day personally appeared
                                        ,                             
             of                                         , known to me to be
the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or
she executed the same as the act of that company for the purposes and consideration therein
expressed.



     GIVEN UNDER MY HAND AND SEAL OF OFFICE this                      day of                                        
 , 200___.



	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Notary Public, State of	 	 
	 

	 	 	 	 





[SEAL]




22









 








ATTACHMENT “A”




NOTICE OF RIGHTS




     Attached hereto you will find a proposed Settlement Agreement, General Release, and Covenant
Not to Sue (“Agreement”) with respect to the termination of your employment. It is
required by law that you be given at least 21 days from the date of receipt of the proposed
Agreement within which to consider its terms. During this period, please feel free to contact the
person listed below to ask any questions regarding the Agreement, including, but not limited to,
the definitions of words which you do not know and the meanings of phrases, sentences, or
paragraphs which you do not understand. It is recommended that you consult with an attorney
regarding your legal rights with respect to the Agreement during this 21-day period.



ACKNOWLEDGMENT OF RECEIPT




     I acknowledge that I received a copy of                                         ’s proposed Settlement
Agreement, General Release, and Covenant Not to Sue at                     :                    .m. this ___day of
                    ,                     , and that the Agreement and the Notice of Rights above have been reviewed with
me by the person listed below.



	 	 	 	 	 	 	 
	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 
	COMPANY:	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 






23